TECHE HOLDING CO
10-Q, 2000-02-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ---------------------
                                    FORM 10-Q
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended           December 31, 1999
                               --------------------------------------------

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                   to
                               ------------------   ------------------------

                         Commission file number 0-25538
                                                -------

                              TECHE HOLDING COMPANY
       ------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Louisiana                                        72-128746
- --------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. employer identification no.)
incorporation or organization)

211 Willow Street, Franklin, Louisiana                        70538
- --------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code        (318) 828-3212
                                                      ---------------------


                                      N/A
               Former name, former address and former fiscal year,
                         if changed since last report.

         Indicate  by check T whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X    No
                                               ---      ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date: February 7, 2000

              Class                            2,527,252
- ----------------------------------------    ------------------
$.01 par value common stock                 Outstanding Shares


<PAGE>
                              TECHE HOLDING COMPANY
                                    FORM 10-Q
                     FOR THE QUARTER ENDED DECEMBER 31, 1999

                                      INDEX

                                                                          Page
                                                                        Number
                                                                        ------

PART I - CONSOLIDATED FINANCIAL INFORMATION OF TECHE
             HOLDING COMPANY

Item 1.  Financial Statements                                              1
Item 2.  Management's Discussion and Analysis of Financial                 6
                  Condition and Results of Operations
Item 3.  Quantitative and Qualitative Disclosures about Market Risk        9

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                 12
Item 2.  Changes in Securities                                             12
Item 3.  Defaults upon Senior Securities                                   12
Item 4.  Submission of Matters to a Vote of Security Holders               12
Item 5.  Other Materially Important Events                                 12
Item 6.  Exhibits and Reports on Form 8-K                                  12

SIGNATURES


<PAGE>

                              TECHE HOLDING COMPANY
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                     At            At
                                                                    December 31, September 30,
                                                                        1999         1999*
                                                                   ------------- --------------
                                                                    (unaudited)
<S>                                                                <C>          <C>
ASSETS
Cash and cash equivalents .......................................   $  12,349    $  10,292
Certificates of deposit .........................................          --           --
Securities available-for-sale, at estimated
  market value (amortized cost of $63,531 and $64,832) ..........      61,209       63,460
Securities held to maturity (estimated market value of $3,416) ..       3,416           --
Loans receivable, net of allowance for loan losses
  of $3,545 and $3,537 ..........................................     349,013      342,986
Accrued interest receivable .....................................       2,138        2,159
Investment in Federal Home Loan Bank stock, at cost .............       4,716        4,229
Real estate owned, net ..........................................         223          178
Prepaid expenses and other assets ...............................         491          621
Premises and equipment, at cost less accumulated depreciation ...      10,275       10,340
                                                                    ---------    ---------
      TOTAL ASSETS ..............................................   $ 443,830    $ 434,265
                                                                    =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits ........................................................   $ 301,876    $ 303,084
Advances from Federal Home Loan Bank ............................      93,066       78,682
Borrowings for common stock repurchase ..........................          --           --
Advance payments by borrowers for taxes and insurance ...........       1,168        1,578
Accrued interest payable ........................................         558          432
Accounts payable and other liabilities ..........................         759        1,504
Deferred income taxes ...........................................         285          285
                                                                    ---------    ---------
      Total liabilities .........................................     397,712      385,565

COMMITMENTS AND CONTINGENCIES ...................................                       --

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value, 10,000,000 shares
    authorized; 4,233,350 shares issued .........................          42           42
  Preferred stock, 5,000,000 shares authorized;
    none issued .................................................          --           --
  Additional paid in capital ....................................      42,167       42,153
  Retained earnings .............................................      31,496       30,928
  Unearned ESOP shares ..........................................      (1,671)      (1,754)
  Unearned Compensation (MSP) ...................................        (302)        (390)
  Treasury stock 1,688,000 and 1,496,000 shares, at cost ........     (24,105)     (21,387)
  Unrealized gain (loss) on securities available-for-sale, net of
    deferred income taxes .......................................      (1,509)        (892)
                                                                    ---------    ---------
      Total stockholders' equity ................................      46,118       48,700
                                                                    ---------    ---------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
         CAPITAL ................................................   $ 443,830    $ 434,265
                                                                    =========    =========
</TABLE>

- ---------------------
* The  consolidated  balance sheet at September 30, 1999 has been taken from the
audited  balance  sheet  at that  date.  See  Notes  to  Unaudited  Consolidated
Financial Statements.


<PAGE>
                              TECHE HOLDING COMPANY
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                    For Three Months ended
                                                                         December 31,

                                                                        1999     1998
<S>                                                                   <C>      <C>
INTEREST INCOME
  Interest and fees on loans .......................................   $6,701   $6,669
  Interest and dividends on investments ............................    1,089      595
  Other interest income ............................................       38      156
                                                                       ------   ------
                                                                        7,828    7,420
INTEREST EXPENSE:
  Deposits .........................................................    3,223    3,145
  Advances from Federal Home Loan Bank .............................    1,135      901
  Other borrowed money .............................................     --        100
                                                                       ------   ------
                                                                        4,358    4,146
NET INTEREST INCOME ................................................    3,470    3,274
PROVISION FOR LOAN LOSSES ..........................................       30       45
                                                                       ------   ------
NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES ..................................................    3,440    3,229
                                                                       ------   ------

NON-INTEREST INCOME:
  Service charges and other ........................................    1,204    1,078
  Other income .....................................................       74       19
                                                                       ------   ------
TOTAL NON-INTEREST INCOME ..........................................    1,278    1,097
                                                                       ------   ------

NON-INTEREST EXPENSE:
  Compensation and employee benefits ...............................    1,614    1,405
  Occupancy expense ................................................      763      637
  Marketing and professional .......................................      261      188
  Other operating expenses .........................................      750      727
                                                                       ------   ------
      Total non-interest expense ...................................    3,388    2,957
                                                                       ------   ------
INCOME BEFORE INCOME TAXES .........................................    1,330    1,369
                                                                       ------   ------
INCOME TAXES .......................................................      466      479
                                                                       ------   ------
NET INCOME .........................................................   $  864   $  890
                                                                       ------   ------
BASIC INCOME PER COMMON SHARE ......................................   $ 0.36   $ 0.32
                                                                       ======   ======
DILUTED INCOME PER COMMON SHARE ....................................   $ 0.36   $ 0.32
                                                                       ======   ======
DIVIDENDS DECLARED PER COMMON SHARE ................................   $0.125   $0.125
                                                                       ======   ======
</TABLE>

See Notes to Unaudited Consolidated Financial Statements.


                                       2
<PAGE>
                              TECHE HOLDING COMPANY
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                           For the Three Months
                                                                            Ended December 31,
                                                                          ---------   ---------
                                                                              1999       1998
                                                                          ---------   ---------
<S>                                                                      <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income ..........................................................   $    864    $    890
  Adjustments to reconcile net income to net cash provided by
    operating activities:
      Accretion of discount and amortization of premium on investments
        and mortgage-backed securities ................................        (25)          3
      Provision for loan losses .......................................         30          45
      Depreciation ....................................................        283         193
      Accretion of deferred loan fees and other .......................        (17)        (52)
      Accretion of discounts on loans .................................        (16)         (5)
      Other items - net ...............................................          5         139
                                                                          --------    --------
          Net cash provided by (used in) operating activities .........      1,124       1,213

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of securities available for sale ...........................     (1,995)       (143)
  Proceeds from maturities of investment securities available for sale       1,000           5
  Principal repayments of mortgage-backed securities available for sale      2,321       3,630
  Net loan repayments (originations) ..................................     (6,024)      8,455
  Investment in FHLB stock ............................................       (487)        (56)
  Net decrease in certificates of deposit .............................       --           658
  Purchase of premises and equipment ..................................       (218)       (650)
  Purchase of securities held to maturity .............................     (3,416)       --
                                                                          --------    --------
      Net cash provided by (used in) investing activities .............     (8,819)     11,899

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase (decrease) in deposits .................................     (1,208)      7,825
  Net increase (decrease) in FHLB advances ............................     14,384      (1,648)
  Net decrease in advance payments by borrowers for
    taxes and insurance ...............................................       (410)       (610)
  Dividends paid ......................................................       (296)       (352)
  Purchase of common stock for treasury ...............................     (2,718)     (6,161)
  Borrowings under note payable agreement .............................       --         6,767
                                                                          --------    --------
      Net cash provided by financing activities .......................      9,752       5,821
                                                                          --------    --------

NET INCREASE IN CASH ..................................................      2,057      18,933
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ........................     10,292      10,680
                                                                          --------    --------
CASH AND CASH EQUIVALENTS, END OF PERIOD ..............................   $ 12,349    $ 29,613
                                                                          ========    ========
</TABLE>


See Notes to Unaudited Financial Statements.

                                       3
<PAGE>
                              TECHE HOLDING COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - PRINCIPLES OF CONSOLIDATION

         The  consolidated  financial  statements  as of and for the three month
         period ended  December  31, 1999 include the accounts of Teche  Holding
         Company (the  "Corporation") and its subsidiary,  Teche Federal Savings
         Bank (the "Bank"). The Corporation's  business is conducted principally
         through  the  Bank.   All   significant   intercompany   accounts   and
         transactions have been eliminated in consolidation.

NOTE 2 - BASIS OF PRESENTATION

         The  accompanying  consolidated  financial  statements were prepared in
         accordance  with  instructions  for Form  10-Q and,  therefore,  do not
         include  all  information  necessary  for a  complete  presentation  of
         consolidated financial condition, results of operations, and cash flows
         in conformity with generally accepted accounting  principles.  However,
         all adjustments, consisting of normal recurring accruals, which, in the
         opinion of  management,  are necessary for a fair  presentation  of the
         consolidated  financial  statements have been included.  The results of
         operations for the period ended  December 31, 1999 are not  necessarily
         indicative  of the results  which may be expected for the entire fiscal
         year or any other period.

NOTE 3 - EARNINGS PER SHARE

         Following is a summary of the  information  used in the  computation of
         basic and diluted  income per common  share for the three  months ended
         December 31, 1998 and 1997.

                                                   1999        1998
                                                 ---------   ---------
Weighted average number of common
  shares outstanding - used in computation
  of basic income per common share ...........   2,410,790   2,777,340
Effect of dilutive securities:
  Stock options ..............................        --         6,259
  MSP stock grants ...........................      18,942      24,414
                                                 ---------   ---------
Weighted average number of common
  shares outstanding plus effect of dilutive
  securities - used in computation of diluted
  net income per common share ................   2,429,732   2,808,013
                                                 =========   =========



                                       4
<PAGE>

NOTE 4 - COMPREHENSIVE INCOME

         Comprehensive income includes net income and other comprehensive income
         (loss) which, in the case of the Corporation,  only includes unrealized
         gains  and  losses on  securities  available-for-sale.  Following  is a
         summary of the Corporation's  comprehensive income for the three months
         ended December 31, 1999 and 1998.


                              1999     1998
                             -----    -----
Net income                   $ 864    $ 890
Other comprehensive income
  (loss), net of tax          (617)     (92)
                             -----    -----
Total Comprehensive Income   $ 247    $ 798
                             =====    =====


                                       5
<PAGE>
                              TECHE HOLDING COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

GENERAL

The  Corporation's  total  assets at December  31, 1999 and  September  30, 1999
totaled $443.8  million and $434.3  million,  respectively,  an increase of $9.5
million or 2.2%.

Securities  available-for-sale totaled $61.2 million at December 31, 1999, which
represents a decrease of $2.3 million or 3.5% as compared to September 30, 1999.
Securities  held to maturity  totaled $3.4 million at December 31, 1999 and were
all purchased during the current period.

Loans receivable totaled $349.0 million at December 31, 1999 which represented a
$6.0 million or 1.8% increase compared to September 30, 1999.

Total  deposits,  after  interest  credited,  at  December  31, 1999 were $301.9
million  which  represents  a decrease  of $1.2  million or 0.4% as  compared to
September 30, 1999.

Advances increased $14.4 million or 18.7% as compared to the amount at September
30, 1999.

Stockholders' equity decreased to $46.1 million at December 31, 1999, from $48.7
million at September 30, 1999, primarily as a result of stock repurchased during
the quarter, cash dividends paid, and an unrealized loss on securities available
for sale,  offset  somewhat by retained  earnings  for the  quarter.  During the
quarter,  the  Corporation  repurchased  192,000  shares at an average  price of
$14.11 per share.

COMPARISON OF EARNINGS FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998

Net Income.  The  Corporation  had net income of $864,000  for the three  months
ended  December  31, 1999 as  compared  to net income of $890,000  for the three
month  period  ended  December  31,  1998.  Earnings  for the three months ended
December  31,  1999  represent  a decrease  of $26,000  compared  to 1998.  This
decrease was primarily due to stock  repurchases  and expenses  related to a new
branch office opened April 1999.

Total Interest  Income.  Total interest income  increased by $408,000 or 5.5% to
$7.8 million for the three months ended December 31, 1999, from $7.4 million for
the three  months  ended  December  31,  1998,  due  primarily to an increase in
consumer  loan and  investment  balances.  Interest  income  on loans  increased
$32,000 to $6.7 million for the period ended December 31, 1999 from $6.7 million
for the period ended December 31, 1998. The average yield on loans  decreased to
7.68% for the three  months  ended  December  31,  1999 from  7.74% for the same
period  in  1998,  and the  average  yield  on  investment  and  mortgage-backed
securities increased to 6.26% for December 1999 from 6.07% for 1998.

Total Interest Expense.  Total interest expense increased $212,000,  or 5.1%, to
$4.4 million for the 1999 period from $4.1 million for the December 1998 period,
due primarily to an increase in average  interest  bearing  liabilities,  offset
somewhat by a decrease in average rates paid.

                                       6
<PAGE>

Net Interest Income.  Net interest income increased $196,000 for the three month
period ended December 31, 1999 as compared to the same period ended December 31,
1998 due to an increase in average consumer loan and investment balances, offset
somewhat by an increase in average deposits and FHLB advance balances.

Provision for Loan Losses. The provision for loan losses was $30,000 and $45,000
for the periods.

Management  periodically  estimates  the  likely  level of losses  to  determine
whether the allowance for loan losses is adequate to absorb  possible  losses in
the  existing  portfolio.  Based on these  estimates,  an amount is  charged  or
credited  to the  provision  for loan  losses  and  credited  or  charged to the
allowance for loan losses in order to adjust the allowance to a level determined
to be adequate to absorb anticipated future losses.

Management's  judgment as to the level of losses on existing  loans involves the
consideration of current and anticipated economic conditions and their potential
effects on specific borrowers, an evaluation of the existing relationships among
loans,  known and inherent  risks in the loan portfolio and the present level of
the  allowance,  results of  examination  of the loan  portfolio  by  regulatory
agencies and management's internal review of the loan portfolio.  In determining
the collectibility of certain loans, management also considers the fair value of
any underlying collateral.

Non-interest  Income.  Total  non-interest  income  increased  by $181,000  from
$1,097,000  in the three month period ended  December 31, 1998 to  $1,278,000 in
the three month period ended  December 31, 1999.  This increase is due primarily
to the increase of service fee income  associated with increased  demand account
volume  as well as fee  income  generated  from the sale of  certain  fixed-rate
mortgage loans originated for sale in the secondary market.

Non-interest Expense.  Total non-interest expense increased by $431,000 over the
periods compared.  This increase was due primarily to compensation and occupancy
expenses related to a new branch opened in April of 1999.

Gain on Sale of  Securities.  The Company had no gain on the sale of  securities
during the periods.

Income Tax Expense.  Income taxes remained  relatively  constant at about 35% of
income before income taxes.



                                       7
<PAGE>
                         LIQUIDITY AND CAPITAL RESOURCES

Under  current  Office  of  Thrift  Supervision  ("OTS")  regulations,  the Bank
maintains  certain  levels of capital.  On December  31,  1999,  the Bank was in
compliance with its three regulatory capital requirements as follows:

                                       Amount     Percent
                                       ------     -------
                                   (In thousands)

Tangible capital ..................   $42,160       9.50%
Tangible capital requirement ......     8,879       2.00%
                                      -------      -----
Excess over requirement ...........   $33,281       7.50%
                                      =======      =====

Core capital ......................   $42,160       9.50%
Core capital requirement ..........    17,785       4.00%
                                      -------      -----
Excess over requirement ...........   $24,402       5.50%
                                      =======      =====

Risk based capital ................   $45,220      17.25%
Risk based capital requirement ....    19,557       8.00%
- -----------------------------------   -------      -----
Excess over requirement ...........   $25,663       9.25%
===================================   =======      =====


Management  believes that under current  regulations,  the Bank will continue to
meet its minimum capital  requirements in the foreseeable future.  Events beyond
the control of the Bank,  such as increased  interest rates or a downturn in the
economy  in areas in which  the Bank  operates  could  adversely  affect  future
earnings  and as a result,  the  ability of the Bank to meet its future  minimum
capital requirements.

The Bank's  liquidity is a measure of its ability to fund loans, pay withdrawals
of deposits, and other cash outflows in an efficient, cost effective manner. The
Bank's  primary  source of funds are deposits  and  scheduled  amortization  and
prepayment of loan and mortgage-backed  securities principal.  The Bank has also
borrowed  funds from the  Federal  Home Loan Bank of Dallas  ("FHLB")  and other
sources.  As of December 31, 1999,  FHLB borrowed  funds totaled $93.1  million.
Loan payments, maturing investments and mortgage-backed security prepayments are
greatly   influenced  by  general  interest  rates,   economic   conditions  and
competition.

The Bank is required  under federal  regulations to maintain  certain  specified
levels of "liquid  investments,"  which include certain United States government
obligations and other approved investments. Current regulations require the Bank
to maintain liquid assets of not less than 4% of its net  withdrawable  accounts
plus short term borrowings. Those levels may be changed from time to time by the
regulators  to reflect  current  economic  conditions.  The Bank has  maintained
liquidity in excess of regulatory requirements.  Furthermore, from time to time,
the Bank  utilizes  FHLB  advances  to the  extent  necessary  to  maintain  its
liquidity.



                                       8
<PAGE>

YEAR 2000

Like many financial  institutions,  we rely on computers to conduct our business
and  information  systems  processing.  Industry  experts were concerned that on
January 1, 2000,  some  computers  might not be able to  interpret  the new year
properly,  causing computer  malfunctions.  Some banking industry experts remain
concerned that some computers may not be able to interpret  additional  dates in
the year 2000  properly.  We have operated and evaluated our computer  operating
systems  following  January  1,  2000 and  have not  identified  any  errors  or
experienced  any computer system  malfunctions.  We will continue to monitor our
information systems to assess whether our systems are at risk of misinterpreting
any future dates and will develop  appropriate  contingency plans to prevent any
potential system malfunction or correct any system failures. The Company has not
been informed of any such problem  experienced  by its vendors or its customers,
nor by any of the municipal agencies that provide services to the Company.

Nevertheless,  it is too soon to  conclude  that there will not be any  problems
arising  from the  Year  2000  problem,  particularly  at some of the  Company's
vendors.  The Company will continue to monitor its significant  vendors of goods
and services  with  respect to Year 2000  problems  they may  encounter as those
issues  may effect  the  Company's  ability  to  continue  operations,  or might
adversely  affect the Company's  financial  position,  results of operations and
cash  flows.  The  Company  does not  believe at this time that these  potential
problems  will  materially  impact the ability of the  Company to  continue  its
operations, however, no assurance can be given that this will be the case.

The  expectations  of the  Company  contained  in this  section on Year 2000 are
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform Act of 1995 and involve  substantial  risks and uncertainties
that may cause actual results to differ  materially  from those indicated by the
forward looking  statements.  All forward looking statements in this section are
based on information available to the Company on the date of this document,  and
the Company assumes no obligation to update such forward looking statements.

Impact of Inflation

The  consolidated  financial  statements of the  Corporation  and notes thereto,
presented  elsewhere  herein,  have been prepared in accordance with GAAP, which
require the measurement of financial  position and operating results in terms of
historical  dollars without  considering  the change in the relative  purchasing
power of money over time due to inflation.  The impact of inflation is reflected
in the increased cost of the  Corporation's  operations.  Unlike most industrial
companies,  nearly  all  the  assets  and  liabilities  of the  Corporation  are
financial.   As  a  result,   interest  rates  have  a  greater  impact  on  the
Corporation's  performance  than do the effects of general  levels of inflation.
Interest  rates do not  necessarily  move in the same  direction  or to the same
extent as the prices of goods and services.

Quantitative and Qualitative Disclosure About Market Risk

There have been no material  changes from the information  regarding market risk
disclosed   under  the  heading   "Asset  and  Liability   Management"   in  the
Corporation's Annual Report for the year ended September 30, 1999.



                                       9
<PAGE>



Additional Key Operating Ratios

                                                      At or For the Three Months
                                                                Ended
                                                             December 31,
                                                         ---------------------
                                                         1999(1)       1998(1)
                                                         -------       -------
                                                          (Unaudited)
Return on average assets                                  0.79           0.86%
Return on average equity                                  7.32           6.81
Average interest rate spread                              2.76           2.63
Nonperforming assets to total assets                      0.22           0.21
Nonperforming loans to total loans                        0.22           0.26
Average net interest margin                               3.31           3.31
Tangible book value per share                           $18.12         $17.26
- ---------------
(1)  Annualized where appropriate.



                                       10
<PAGE>

                     TECHE HOLDING COMPANY AND SUBSIDIARIES

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

                  Neither the  Corporation nor the Bank was engaged in any legal
                  proceeding  of a material  nature at December 31,  1998.  From
                  time to time, the Corporation is a party to legal  proceedings
                  in the  ordinary  course of business  wherein it enforces  its
                  security interest in loans.

ITEM 2.  CHANGES IN SECURITIES

                  Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                  Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  Not applicable.

ITEM 5.  OTHER MATERIALLY IMPORTANT EVENTS

                  Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

              (a)     Exhibits

               3.1    Articles of Incorporation of Teche Holding Company*
               3.2    Bylaws of Teche Holding Company*
               4.0    Stock Certificate of Teche Holding Company*
              10.1    Form of Teche Federal Savings Bank Management Stock Plan**
              10.2    Form of Teche Holding Company 1995 Stock Option Plan**
              10.3    Employment Agreement with Patrick O. Little
              11.0    Statement regarding computation of earnings per share
                      (see Note 14
                      to the Notes to Consolidated  Financial Statements in
                      the Annual Report)
              13.0    Annual Report to Stockholders for the fiscal year ended
                      September  30, 1999
              21.0    Subsidiary of the Registrant
                      (see "Item 1 Business - Subsidiary Activity" herein)
              23.0    Independent Auditors' Consent 27.0 Financial Data
                      Schedule***

(Footnotes on next page.)


                                       11
<PAGE>
- ----------------
*        Incorporated  herein by reference  into this document from the Exhibits
         to  Form  S-1,  Registration   Statement,   initially  filed  with  the
         Commission on December 16, 1994, Registration No. 33-87486.
**       Incorporated  herein by reference  into this document from the Exhibits
         to the  Registrant's  Form 10-K for the fiscal year ended September 30,
         1995, filed with the Commission.
***      Only in electronic filing.




                  (b) Reports on Form 8-K

                          None.



                                       12
<PAGE>
                     TECHE HOLDING COMPANY AND SUBSIDIARIES

                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      TECHE HOLDING COMPANY



Date: February 14, 2000               By: /s/Patrick O. Little
                                          --------------------------------------
                                           Patrick O. Little
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)



Date: February 14, 2000               By: /s/J. L. Chauvin
                                          --------------------------------------
                                           J. L. Chauvin
                                           Senior Vice President and
                                           Chief Financial Officer
                                           (Principal Accounting Officer)


<TABLE> <S> <C>


<ARTICLE>                                            9

<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM THE
     QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
     TO SUCH FINANCIAL INFORMATION.
</LEGEND>

<MULTIPLIER>                                   1000

<S>                                        <C>
<PERIOD-TYPE>                                 3-MOS
<FISCAL-YEAR-END>                             SEP-30-2000
<PERIOD-END>                                  DEC-31-1999
<CASH>                                         11,828
<INT-BEARING-DEPOSITS>                            521
<FED-FUNDS-SOLD>                                    0
<TRADING-ASSETS>                                    0
<INVESTMENTS-HELD-FOR-SALE>                    61,209
<INVESTMENTS-CARRYING>                              0
<INVESTMENTS-MARKET>                                0
<LOANS>                                       352,558
<ALLOWANCE>                                     3,545
<TOTAL-ASSETS>                                443,830
<DEPOSITS>                                    301,876
<SHORT-TERM>                                   69,371
<LIABILITIES-OTHER>                             2,770
<LONG-TERM>                                    23,695
                               0
                                         0
<COMMON>                                           42
<OTHER-SE>                                     46,076
<TOTAL-LIABILITIES-AND-EQUITY>                443,830
<INTEREST-LOAN>                                 6,701
<INTEREST-INVEST>                               1,089
<INTEREST-OTHER>                                   38
<INTEREST-TOTAL>                                7,828
<INTEREST-DEPOSIT>                              3,223
<INTEREST-EXPENSE>                              4,358
<INTEREST-INCOME-NET>                           3,470
<LOAN-LOSSES>                                      30
<SECURITIES-GAINS>                                  0
<EXPENSE-OTHER>                                 3,388
<INCOME-PRETAX>                                 1,330
<INCOME-PRE-EXTRAORDINARY>                      1,330
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    1,330
<EPS-BASIC>                                       .36
<EPS-DILUTED>                                     .36
<YIELD-ACTUAL>                                   2.76
<LOANS-NON>                                       796
<LOANS-PAST>                                        0
<LOANS-TROUBLED>                                    0
<LOANS-PROBLEM>                                     0
<ALLOWANCE-OPEN>                                3,537
<CHARGE-OFFS>                                      26
<RECOVERIES>                                        3
<ALLOWANCE-CLOSE>                               3,545
<ALLOWANCE-DOMESTIC>                            3,545
<ALLOWANCE-FOREIGN>                                 0
<ALLOWANCE-UNALLOCATED>                             0



</TABLE>


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